Mergers, Acquisitions and Divestitures

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    A Sticking Point in Paramount and Skydance Talks: Who Pays For a Lawsuit?

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    A special committee of Paramount’s board of directors supports a merger with Skydance, a studio that has increased its offer in recent days. But the deal isn’t done yet.Paramount and Skydance have haggled for months over an ambitious merger that would usher in a new ruler of a sprawling media kingdom that includes CBS, MTV and the film studio behind “Top Gun.”The talks reached an even greater intensity in the past week, but at least one major sticking point has emerged between Shari Redstone, Paramount’s controlling shareholder, and Skydance. In the event that Paramount’s investors sue over the merger, which party is on the hook to defend the deal in court?National Amusements, the parent company of Paramount, wants Skydance to provide legal protection in the event of a lawsuit, warding off shareholders that may file objections to the merger, according to three people familiar with the matter. Skydance has not yet signed off on that deal term.Legal protection — also known as indemnification — is among the crucial outstanding terms in this deal, which has already been condemned by some Paramount shareholders who protested that it would enrich Ms. Redstone at the expense of other investors.The deal could still fall through. There are several outstanding issues in the negotiations between Skydance and Paramount, which have recently resumed talks. A special committee of Paramount’s board of directors supports a deal with Skydance. (Puck reported earlier that the special committee had greenlit the deal.)Another issue that has yet to be settled is whether Paramount will be given a “go-shop” period to see if it can get a superior offer to the Skydance deal or submit the deal to a shareholder vote, according to two people familiar with the matter. A shareholder vote and a “go-shop” period would protect Paramount and National Amusements from lawsuits, but it could prolong the deal-making process.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Adam Neumann Gives Up on Buying Back WeWork

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      The co-founder of the shared-office company, who stepped down under pressure before the firm went bankrupt, announced an audacious takeover bid earlier this year.Adam Neumann has officially admitted defeat in his quest to buy back WeWork, ending his bid to acquire the co-working company that he helped found in 2010 and built into a global enterprise valued at $47 billion before it fell into bankruptcy last year.“For several months, we tried to work constructively with WeWork to create a strategy that would allow it to thrive,” Mr. Neumann said in a statement to the DealBook newsletter. “Instead, the company looks to be emerging from bankruptcy with a plan that appears unrealistic and unlikely to succeed.”The writing was on the wall for weeks. Mr. Neumann stepped down as WeWork’s chief executive in 2019 under pressure from directors and investors, after the company failed to go public amid questions about its business model and corporate governance. It marked a stunning fall for Mr. Neumann, the company’s charismatic frontman.But in February, DealBook reported that Mr. Neumann was planning an audacious move to buy back the company.His new real estate company, Flow, which is backed by Andreessen Horowitz, the venture capital firm, offered more than $500 million. The plan was to buy WeWork or its assets, and inject bankruptcy financing to keep it afloat.But WeWork found a different lifeline. A U.S. bankruptcy judge last month approved a restructuring deal that essentially wiped out $4 billion in company debt. It also included $450 million in new funding from SoftBank, the Japanese technology investor that has backed WeWork from its early days, enabling it to exit Chapter 11 bankruptcy.WeWork has been busy renegotiating leases in an effort to shed $11 billion in rent obligations. The rise of hybrid work since the coronavirus pandemic has hit the commercial real estate sector hard. A surge in vacancies has helped companies like WeWork rework deals with landlords, but has also cast doubts over the growth potential of the shared-office business model. More

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      Stanley Goldstein, Who Helped Make CVS a Pharmacy Giant, Dies at 89

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      The small chain that he, a brother and a third partner opened in 1963 had become the nation’s largest by the time he retired as its chief executive three decades later.Stanley P. Goldstein, who in the early 1960s helped start a retail chain named Consumer Value Stores, which, after shortening its name to CVS — because, he said, fewer letters meant cheaper signs — grew into the largest drugstore chain in the United States, died on Tuesday at his home in Providence, R.I. He was 89.The company, which is headquartered in Rhode Island, announced his death. Family members told The Providence Journal that the cause was cancer, diagnosed about a month ago.Mr. Goldstein was frequently described as informal and no-nonsense — much like the airy, brightly lit outlets that he, a brother and a third founder opened in 1963 to sell cut-price toothpaste, aftershave, Band-Aids and other personal care products.When he retired as chief executive in 1998, the company had more than 4,000 stores. Today, it has more than 9,000 outlets in the United States and its territories, and its revenues are larger than those of Exxon Mobil, Microsoft and Ford.Mr. Goldstein, who graduated from the Wharton School at the University of Pennsylvania in 1955, at first had little enthusiasm for retail sales, a business that he knew, from the experience of his father, Israel Goldstein, was cutthroat. Instead, he became a stockbroker.But when Mr. Goldstein’s father died, his brother Sidney persuaded him to help take over the father’s struggling enterprise, which had begun by selling bags and other paper products to grocery stores and had branched out to offer sundry health and beauty aids, displayed near the cash registers.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      U.S. Sues to Break Up Ticketmaster Owner, Live Nation

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      Accused of violating antitrust laws, Live Nation Entertainment faces a fight that could reshape the multibillion-dollar live music industry.The Justice Department on Thursday sued Live Nation Entertainment, the concert giant that owns Ticketmaster, asking a court to break up the company over claims it illegally maintained a monopoly in the live entertainment industry.In the lawsuit, which is joined by 29 states and the District of Columbia, the government accuses Live Nation of dominating the industry by locking venues into exclusive ticketing contracts, pressuring artists to use its services and threatening its rivals with financial retribution.Those tactics, the government argues, have resulted in higher ticket prices for consumers and have stifled innovation and competition throughout the industry.“It is time to break up Live Nation-Ticketmaster,” Merrick Garland, the attorney general, said in a statement announcing the suit, which was filed in the U.S. District Court for the Southern District of New York. The suit asks the court to order “the divestiture of, at minimum, Ticketmaster,” and to prevent Live Nation from engaging in anticompetitive practices.The lawsuit is a direct challenge to the business of Live Nation, a colossus of the entertainment industry and a force in the lives of musicians and fans alike. The case, filed 14 years after the government approved Live Nation’s merger with Ticketmaster, has the potential to transform the multibillion-dollar concert industry.Live Nation’s scale and reach far exceed those of any competitor, encompassing concert promotion, ticketing, artist management and the operation of hundreds of venues and festivals around the world.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      DOJ to Sue Live Nation, Accusing It of Defending a Monopoly

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      Live Nation Entertainment, the concert giant that owns Ticketmaster, faces a fight that could reshape the multibillion-dollar live music industry.The Justice Department and a group of states plan to sue Live Nation Entertainment, the concert giant that owns Ticketmaster, as soon as Thursday, accusing it of illegally maintaining a monopoly in the live entertainment industry, said three people familiar with the matter.The government plans to argue in a lawsuit that Live Nation shored up its power through Ticketmaster’s exclusive ticketing contracts with concert venues, as well as the company’s dominance over concert tours and other businesses like venue management, said two of the people, who declined to be named because the lawsuit was still private. That helped the company maintain a monopoly, raising prices and fees for consumers, limiting innovation in the ticket industry and hurting competition, the people said.The government will argue that tours promoted by the company were more likely to play venues where Ticketmaster was the exclusive ticket service, one of the people said, and that Live Nation’s artists played venues that it owns.Live Nation is a colossus of the concert world and a force in the lives of musicians and fans alike. Its scale and reach far exceed those of any competitor, encompassing concert promotion, ticketing, artist management and the operation of hundreds of venues and festivals around the world.The Ticketmaster division alone sells 600 million tickets a year to events around the world. According to some estimates, it handles ticketing for 70 percent to 80 percent of major concert venues in the United States.Lawmakers, fans and competitors have accused the company of engaging in practices that harm rivals and drive up ticket prices and fees. At a congressional hearing early last year, prompted by a Taylor Swift tour presale on Ticketmaster that left millions of people unable to buy tickets, senators from both parties called Live Nation a monopoly.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Sony and Apollo Take Key Step in Bid for Paramount’s Assets

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      The two companies have expressed interest in acquiring the media conglomerate, but are backing away from their $26 billion all-cash offer.Sony Pictures Entertainment and Apollo Global Management have taken a significant step forward in their effort to court Paramount, three people familiar with the matter said on Friday.The two companies have signed nondisclosure agreements with Paramount, allowing them to look at Paramount’s nonpublic financial information, said the people, who spoke on the condition of anonymity to discuss active negotiations. Paramount previously shared materials with another suitor, the Hollywood studio Skydance.Early this month, Sony and Apollo sent Paramount a nonbinding expression of interest in acquiring the company for $26 billion. The two had been seeking to buy Paramount for its studio and then sell off other parts of its empire, which includes CBS, cable channels like MTV and the Paramount Plus streaming service.But Sony’s shareholders have fretted over the possible acquisition, given the potential cost of a bid for Paramount and the headwinds facing the subscription streaming business. Sony and Apollo are now contemplating a variety of approaches to acquire the company’s assets, but are backing away from their plan to make an all-cash, $26 billion offer for Paramount, two of the people said.Sony’s new vision for a deal could alter the dynamics of Paramount’s effort to sell itself or merge with another company. Paramount previously rebuffed Sony’s offer to buy just its studio, and Paramount’s controlling shareholder, Shari Redstone, has long sought a deal for the entire company.A person familiar with Ms. Redstone’s thinking has said that a breakup of the company is not a deal breaker, depending on the terms, but that she prefers to keep Paramount intact.Ms. Redstone has blessed a deal to sell her stake in National Amusements, Paramount’s parent company, to Skydance, but Skydance’s bid for the entire company has faced significant pushback from Paramount’s common shareholders.Paramount let an exclusive negotiation window with Skydance lapse in recent weeks, but the two are still talking, and Skydance remains interested in a deal.The deal talks are happening at a tumultuous time for Paramount. The company’s chief executive, Bob Bakish, stepped down last month after more than a quarter-century at the company. He was replaced in the interim by three executives running an “office of the C.E.O.”: George Cheeks, the chief executive of CBS; Chris McCarthy, the chairman of Showtime and MTV Entertainment Studios; and Brian Robbins, the chief executive of Paramount Pictures. More

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      Is It Good to Go Exclusive?

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      The exclusive period for Paramount’s potential merger with Skydance expired without a deal, highlighting the long-debated question of whether exclusivity is a waste of time.Paramount’s proposed merger with Skydance has been the most tumultuous media deal in years. Now it has taken yet another turn after the exclusivity period for negotiations expired without an agreement in hand.A month ago, a special committee of Paramount’s board agreed to enter into exclusive talks with Skydance — a Hollywood studio run by the tech scion David Ellison — even as the private equity giant Apollo Global Management reached out with a $26 billion offer. Paramount shareholders grumbled that granting exclusivity was a mistake, and that the company should have engaged with Apollo instead.This week, the special committee told Skydance that it was letting the exclusivity period lapse. The end of exclusivity doesn’t alone kill the deal with Skydance. But it does allow Paramount to open up negotiations with Apollo and Sony Pictures Entertainment, which joined Apollo’s bid.The so far fruitless negotiations raise a question that deal makers have long debated: Why do companies like Paramount agree to exclusivity in the first place?Buyers often prefer exclusivity more than sellers. Exclusivity is a sign from the seller that it is committed to doing a deal and not just using a bid to drum up higher offers.Sellers generally prefer to negotiate without exclusivity because it limits their ability to shop around for a higher price. And since they’ve already signaled to a buyer they’re willing to make a deal, they’ve weakened their bargaining power.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Paramount Chief Executive Bob Bakish Could Be Out Next Week

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      He was once a staunch ally of the company’s biggest owner, Shari Redstone, but the relationship soured in recent months.Paramount is preparing to announce the departure of its chief executive, Bob Bakish, as soon as next week, according to three people with knowledge of the matter, a sudden development even as the company is exploring a merger.The impending move is a result of Mr. Bakish’s worsening relationship with Shari Redstone, the company’s controlling shareholder, the people said, asking not to be identified discussing a delicate matter. Ms. Redstone grew frustrated with what she saw as his inability to get important deals across the finish line, including a sale of the Showtime and BET cable channels, the people said.Two people familiar with the matter said several of Paramount’s senior executives had expressed reservations about the direction of the company to a representative of the board of directors in recent weeks, further eroding Mr. Bakish’s standing with Ms. Redstone.The company is in talks to merge with Skydance, a media company controlled by David Ellison, the tech scion and Hollywood producer. It is also negotiating a lucrative deal to keep channels like Nickelodeon and MTV on the Charter cable system.National Amusements, Paramount’s owner, is contemplating various options to replace Mr. Bakish, 60, who has led Paramount and its predecessor company, Viacom, since 2016 and has worked at the company since 1997. In one possibility, Paramount would be run by an “office of the C.E.O.” led by division chiefs like Brian Robbins, the head of the Paramount movie studio; George Cheeks, the top executive of CBS; and Chris McCarthy, president of Paramount’s entertainment and youth brands. The company could also choose to put an acting chief executive in place.Paramount declined to comment. The Wall Street Journal earlier reported that Paramount’s board was considering replacing Mr. Bakish.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Key Solar Panel Ingredient Is Made in the U.S.A. Again

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      REC Silicon says it will soon start shipping polysilicon, which has come mostly from China, reviving a Washington State factory that shut down in 2019.A factory in Moses Lake, Wash., that shut down in 2019 will soon resume shipping a critical ingredient used in most solar panels that for years has been made almost exclusively in China.The revival of the factory, which is owned by REC Silicon, could help achieve a longstanding goal of many American lawmakers and energy executives to re-establish a complete domestic supply chain for solar panels and reduce the world’s reliance on plants in China and Southeast Asia.REC Silicon reopened the factory, which makes polysilicon, the building block for the large majority of solar panels, in November in partnership with Hanwha Qcells, a South Korean company that is investing billions of dollars in U.S. solar panel production. As part of the deal, Hanwha this month said it has become the largest shareholder in REC Silicon, which is based in Norway.Executives at the companies say they reopened the factory in part because of incentives for domestic manufacturing in the Inflation Reduction Act, President Biden’s signature climate law. They expressed hope that their decision would also encourage other companies to revive production of a technology that was created in the United States about 70 years ago.“As a whole, the United States was No. 1,” said Kurt Levens, chief executive of REC Silicon. “People forget that. You need more cell manufacturing that is outside China.”Factories in China and Southeast Asia produce more than 95 percent of the solar panels that use polysilicon and most of the components that go into those devices. Chinese manufacturers are so dominant that most manufacturers in the United States had stopped producing polysilicon, including REC Silicon.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More